HomeMy WebLinkAbout1490 and conditions hereof and on behalf of all of the remainin~
General Partners to assume all the obligations of the
General Partners hereunder. Upon the execution of such ad~enduzn,
a netiv partnership shall be created wherein the surviving General
Pa.rtners herzunder shall b e the General Partners and the Limited
Partners and the retired General Partner or the estate, heir or
legatee of the deceased, incompetent, or ban~orupt General Paxtner -
hereunder shall be the Limited Partners. The retired General
Partner or the estate, heir or legatee of the deceased, incompetent,
or ban~upt General Partner shall have the same percen~a~e interest
and capital account as a Limited partner as the said General Part-
ner had prior to his death, retirement, le~al incapacity or bank-
ruptcy, and the total percentage interests of all the Limited
Partners shall be increased by such amount. Said retired General
Partner or estate, heir or legatee shall execute an addendum to
this A~reement, a~reein~ to b~ bound by all the terins and conditions
hereof and to assume all the obligations_of a Limited Partner
hereunder. ~ ~
2. In the event of the reconstitution of the partnership
under sub -para~;raph (1) of this Para~raph, the partnershlp m~.y~
upon request by any netv Partner, in the discretion or the General
Partners, file the election contemplated by Section 754 of the
Internal Revenue Code of 1954, as amended, and the re~ulations
promulgated thereunder. ,
3. If the surviving Managing General Partner shall not elect
to reconstitute the partnership in accordance with the provisions
o~ sub-parag~aph (1) of this Paragraph, the partnership shall
liquidate its assets, wind up its affairs, and apply and distri-
bute the proceeds 3n the manner set forth in paragraph (E) hereof.
Distribution on Dissolution: Upon dissolution of the partner-
ship, the partn~rship affairs shall, except in those instances where it
is expressly provided here3.n that the partnership shall not be terintnated
but shall be reconstituted and its business continuted by a neti partner-
ship, be t~tound up by the General Partners, or if no General Partner then
exists, by the Partner appolnted by the Limited Partners whose par~ner-
ship units exceed fifty (50~) percent of the paxtnership units then out-
standing, or if no such Paricner is appointecl then by the Limited Partner
~ making the laxgest capital contribution.to the partnership, hereinafter
; sometimes called the "dissolvir~-Limited Partner", with reasonable prornpi:-
~ ness and upon said winding up, the assets of the partnership or the pro-
~ ceeds of such liquidation sha.ll b e applied and distributed in the follow-
ing order of priority: .
1. To the payment of debts and liabilitiPS of the partner-
ship (other than its liability to a Partner) and the expenses of
liquidation.
2. To the settin~ up of any reserves which ths General
Partners or the dissolving Limited Partner ma.y deem reasonably
necessary f'or any contin~ent or unforeseen liability or obli~a-
tion of the partnership or of the General Partners arisin~ out
of or tn connection vrith tY~e partnership. Said reserves shall be
paid ~ver b y the General Partners or the dissolvino Limited Part-
ner to ari attorney at law of the State of Florida, as escrowee, to
be held b y him for the purpose of disbursing such reserves in pay-
ment of the aforementioned contin~encies, and sub,~ect to such
~ reserves as a General Partner or the d3ssolvinC Limited Partner
may deem advisable, to distr3bute the balance thereafter remainin~;
in the manner hereinafter provideci.
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3. To the repayment of any deb t or obli~ation due to a
Partner.
~ 4. To the Partners that portion of the assets which 9_s not
in excess of the a~~e~ate capital accounts of the Partners.
S. The balance, if any, shall b e distributed to the Partners,
~~.7-- eo iK ~d~ ~nc.E 1487
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t A~Y OFFICES OF GOlO5TE1N, FRANKUN, f.HONIN Q SCHRP.NY.. P. A.. 2020 NQRTHEAST 163Hn SiREET. NORTH MiAMI UEACH. FLORIDA 33142
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